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for the Bonds. The Bonds willbear a Certificate of Authentication to be manwilly executed by the Registrar, and no Bond will be valid or obligatory for any purpose unless the Certificate of Authentication thereon has been duly executed by the Registrar. Book -Entry Only System The Depository Trust Company ("DTC"), New York, New York, or its successor, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities in the name of Cede & Co. (DTC's partnership nominee). One fully -registered Bond certificate for each maturity will be issued, in the aggregate principal amount of such maturity and will be deposited with DTC. So long as Cede & Co. is the registered owner of the Bonds, payments of the principal of and interest due on the Bonds will be payable directly to DTC. References herein to the registered owners of the Bonds shall mean DTC or Cede & Co., and shall not mean the Beneficial Owners referred to below. DTC is a limitedpurpose trust company organized under the New York Banking Law, a 'banking organization"withinthe meaningofthe New York Banking Law, a member ofthe Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A ofthe Securities Exchange Act of 1934. DTC holds securities that its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges in deposited securities through electronic computerized book -entry changes in accounts of the Participants, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (the "Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of the Bonds under the DTC system may be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of the Bonds (the "Beneficial Owner") is in turn to be recorded in the records of the applicable DTC Direct or Indirect Participant. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books ofParticipants acting on behalf ofthe BeneficialOwners. Beneficial Owners will not receive certificates representing their ownership interest in Bonds, except in the event that use ofthe book -entry system for the Bonds is discontinued. No Bonds will be registered in the 3